Wayfair announces new incentive award plan for CEO Niraj Shah

Wayfair (W) disclosed a new CEO incentive award plan for Niraj Shah. “The CEO Award is designed to retain and incentivize Mr. Shah in light of his consistent and unmatched leadership since co-founding the Company. The CEO Award will only vest, and value will only be realized by Mr. Shah, upon the achievement of significant and sustained stock price performance while Mr. Shah remains CEO. For example, to achieve the final award tranche, the Company’s stock price would need to increase by 675% from the Approval Price and Mr. Shah would need to remain CEO until at least the fifth anniversary of the Grant Date. Achievement of this final stock price condition would reflect over $75 billion in incremental stockholder value compared to the Company’s market capitalization based on the Approval Price,” the company said in a regulatory filing. Wayfair added, “Upon a Change in Control, if the acquisition price per share meets or exceeds any unachieved stock price hurdle and Mr. Shah continues to serve as the CEO on the closing date of the Change in Control, vesting of such tranches will be accelerated effective as of immediately prior to the closing of the Change in Control and otherwise unearned tranches will be forfeited; provided that to the extent the acquisition price falls between two stock price hurdles, a pro-rata portion of the next tranche of PSUs will also accelerate and vest, based on linear interpolation.”